Roscan Gold : Q2-2022 APR 30 Management Discussion and Analysis

MANAGEMENT'S DISCUSSION AND ANALYSIS

TSX-V:ROS

(For the three and six months ended April 30, 2022)

June 28, 2022

GENERAL

This management's discussion and analysis ("MD&A") has been prepared by Roscan Gold Corporation's ("Roscan" or the "Company") management and provides a review of the Company's operating and financial performance for the three and six month period ended April 30, 2022, as well as a view of future prospects. The MD&A should be read in conjunction with Roscan's unaudited condensed interim consolidated financial statements for the three and six month period ended April 30, 2022. Additional information related to the Company is filed electronically on the System for Electronic Document Analysis and Retrieval (SEDAR) and is available online at www.sedar.com.

Financial filings and additional information relevant to the Company's activities can be found on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com or at the Company's website www.roscan.ca.Technical information included in this MD&A regarding the Company's mineral property has been reviewed by Mr. Gregory Isenor, a Director of the Company, and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Properties ("NI 43-101").

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operations, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "outlook", "forecast" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this MD&A include, but are not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunities. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information. Historical results of operations and trends that may be inferred from the following MD&A may not necessarily indicate future results from operations.

IMPACT OF COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which continued to spread, and any related adverse public health developments adversely affected workforces, economies, and financial markets globally during 2020 and 2021, but currently appears to be under control. The international response to the spread of COVID-19 led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment. All of these factors have and could further affect commodity prices, interest rates, credit ratings and credit risk.

Roscan's Malian operations have to date not been disrupted by COVID-19 and Roscan is proceeding with its exploration activities as long as the work environment remains safe. Roscan has established rigorous controls, prevention measures and a response plan in order to ensure the good health and safety of its workers.

Management's Discussion & Analysis

(for the three and six month period ended April 30, 2022)

COMPANY OVERVIEW

Roscan Gold Corporation ("Roscan" or the Company) is an exploration company involved in the business of acquiring, exploring and developing gold properties in Mali, West Africa. Through its wholly owned subsidiary Roscan Gold Mali SARL ("Roscan Mali") and Roscan Mali's wholly owned subsidiary Komet Mali SARL ("Komet"), the Company at the date of this MD&A, holds a 100% interest in seven exploration permits and three option agreements to acquire a 100% interest in an additional three contiguous gold exploration permits encompassing, collectively, 401.8 km2 (collectively the "Kandiole Project").

Roscan is listed as a Tier 2 mining issuer on the TSX Venture Exchange ("TSX-V") and its common shares trade under the symbol ROS. The Company's common shares also trade on the Frankfurt Stock Exchange under the symbol 2OJ and up until December 31, 2021, on the OTC Pink under the symbol "RCGCF". On January 3, 2022, the Company commenced trading on the OTCQB under the symbol "RCGCF" and on June 1, 2022, commenced trading on the OTCQX under the symbol "RCGCF".

Basis of presentation

Roscan's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are presented in Canadian dollars, unless noted otherwise.

References to F2022 or F2021 refer to Roscan's fiscal years ending October 31.

HIGHLIGHTS

Kandiole Project - Exploration activities

During the six-month period ended April 30, 2022, the Company completed approximately 31,944 meters of drilling on four of the ten permits currently held through its wholly owned subsidiaries, Roscan Mali and Komet Mali.

On October 20, 2021, the Company commenced a drilling program, which focused on the Mankouke South and Kandiole North targets. The results of this well-defined drill program, which was completed during March 2022 are included in the Kandiole Project's National Instrument 43-101 ("NI 43-101") compliant resource estimate, announced on June 8, 2022, as discussed below.

On January 20, 2022, the Company commenced a 14,000-metre (Diamond Drilling, Reverse Circulation and Air core) drilling program focussing on Kabaya, Disse and Kandiole North to gain a better understanding and added additional ounces to the maiden resource as discussed above. Drilling also took place at Mankouke West for exploration purposes. Drilling up to March 17, 2022, are included in the Kandiole Project's National Instrument NI 43-101 as discussed above.

During March and April regional exploration continued (termite mound infill geochemistry and step out drilling at Kandiole, Mankouke South/Center and Disse.

On June 8, 2022, the Company announced its initial, pit-constrained, interim NI 43-101 compliant Mineral Resources reported at a gold price of only US$1,500 per oz, of 27.4 million tonnes grading 1.2 g/t Au totaling 1.02 million ounces of gold in the Indicated Category and 5.2 million tonnes grading 1.2 g/t Au totaling 198,000 ounces of gold in the Inferred category at its Kandiole project in Mali.

Roscan's maiden pit constrained Mineral Resource includes resources from six mineral deposits: Mankouke South, Mankouke Central, Kandiole1, Kandiole 2 and 4, Kabaya and Moussala. The discovery areas of Disse, Walia and Mankouke West were not included in the maiden resource due to lack of sufficient drilling to date but will be areas of upside for future exploration. and are being drilled at present.

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Management's Discussion & Analysis

(for the three and six month period ended April 30, 2022)

Financing activities

During the six-month period ended April 30, 2022, proceeds of $1,189,200 have been received by the Company from the exercise of 7,432,500 warrants and $165,000 have been received by the Company from the exercise of 1,100,00 stock options. On April 8, 2022, the remaining 2,142,870 broker warrants expired.

On February 28, 2022, the Company announced a C$5.0 million non-brokered private placement with strategic investors to advance the Company's Kandiole Gold Project in West Mali. The Strategic Investors agreed to subscribe for and purchase 12.5 million common shares at a price of C$0.40 per share for aggregate gross proceeds of C$5,000,000 (the "Offering"). The C$0.40 price per share reflected a 11% premium to the 30-Day VWAP to February 25, 2022.

On March 11, 2022, the Company closed on the previously announced private placement for gross proceeds of $5,000,000. A 6% finder's fee or $300,000 was paid to certain parties and the Company issued 200,000 Common Shares to a certain eligible finder in lieu of cash commissions.

Change in directors

On March 16, 2022, the Company announced that Srinivasan Venkatakrishnan ("Venkat") will not be standing for re-election at its forthcoming Annual General Meeting that took place on April 26, 2022, to assume Chairmanship of Endeavour Mining Plc (LSE:EDV, TSX:EDV), a leading global gold producer and the largest in West Africa, in May 2022. In order to ensure a smooth transition, Venkat will continue to assist Roscan in an advisory role, for a period to be mutually agreed.

MINERAL PROPERTIES

Kandiole Project - Mali

The Kandiole Project is comprised of ten contiguous gold prospective permits, encompassing approximately 401.8sq. kilometres located within the Kéniéba "Cercle", an administrative sub-area of the Kayes Region, approximately 400 km west of Bamako, the capital of Mali in West Africa. On July 2, 2020, the Company acquired the Dabia South permit (35 sq. kms - renewal date of February 3, 2022) through the acquisition of Komet Mali SARL (note 6), in which the $3,345,661 acquisition cost was expensed in accordance with the Company's accounting policy for exploration and evaluation expenditures. In addition, the Company entered into nine option agreements to acquire 100% interest in nine permits, encompassing 366.8 sq. kilometres. Each option agreement requires the Company to keep each permit in good standing and perform all obligations required by law.

A Mining Permit (permis d'exploitation) may be granted for 30 years and is renewable for further periods of ten years until the mineral reserves have been exhausted. A Mining Permit may be granted to the holder of an Exploration Permit or a Prospecting Licence. Holders of a Mining Permit are required to enter an agreement referred to as a "Convention d'Établissement" or "Mining Convention Agreement" with the Malian government prior to the commencement of exploration or mining activities and must begin work within three years. A non- dilutable 10% share is owned by the Malian State, and the State reserves the right to acquire an additional 10% in the future.

Gold explorers and miners are subject to a tax called "Impôt Spécial sur Certains Produits (ISCO)" (Special Tax on Certain Products)". An additional tax called "taxé ad Valorem" has a taxable base equal to the starting value of the tonnage extracted minus intermediary fees and expenses. Gold and other precious metals are levied at a 3% royalty rate.

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Management's Discussion & Analysis

(for the three and six month period ended April 30, 2022)

The following summarizes the permits held or under option by the Company:

	Area
Permit	(sq kms)		Renewal date
Dabia South	35	Company held	February 3, 2025
Kandiole North	40	Option exercised	March 1, 2024
Kandiole West	25	Option exercised	June 13, 2024
Mankouke	17	Option exercised	April 3, 2023
Mankouke West	16	Option exercised	March 25, 2024
Moussala North	32	Company held	April 6, 2023
Niala	75	Option exercised	May 22, 2023
Segando South	65	Company held	January 21, 2025
Bantanko East	55	Under option	March 2, 2024
Segondo West	42	Under option	March 20, 2023

Dabia South Gold Property - Komet Mali SARL

On July 2, 2020, the Company acquired through its wholly owned subsidiary Roscan Gold Mali SARL 100% of the shares of Komet Mali SARL from Komet Resources Inc. Komet Mali SARL, which holds the Dabia South gold property. The property is contiguous to the Company's other properties that comprise the Company's Kandiole Project.

The purchase price consideration was $3,345,661, which included cash of $1,600,000 and 4,060,336 common shares, having a fair value of $1,664,738. In addition, the Company incurred legal and regulatory costs of $80,923. The fair value attributed to the Dabia South property was expensed in accordance with the Company's accounting policy for exploration and evaluation expenditures.

The Company has learned unofficially that a certain individual has made statements to claiming rights to its Kabaya permit, which is held by Komet Mali SARL. No formal legal claims have been lodged and the Company considers that these statements are frivolous in nature and is taking steps to protect its interests in the permit (please refer to the Permit and Property Title Section in the Risk Section of the MD&A for more information on Mali).

Option Agreements

Roscan has the right to acquire a 100%-interest in the following privately held gold prospective permits pursuant to option agreements, as described below. Roscan shall be responsible for keeping each permit in good standing and performing all obligations required by law during the applicable option period.

1. Kandiole North Option Agreement* - Option exercised, and transfer of permit is pending To exercise the option the Company:
2. 1. paid Touba Mining Junior SARL ("Touba Jr") an aggregate of $80,000 over a three (3) year option period.
   2. paid permitting fees of 10,000,000 CFA francs to the Malian government's Direction Nationale de la Geologie et des Mines ("DNGM").
      * Touba Jr assigned its option rights under its agreement with Quani-Or SARL to the Company.
   3. 
      Touba Jr retains a 5% net profit interest ("NPI") and a 2% net smelter return royalty ("NSR") on all ore mined from the property. Roscan has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $1,000,000.

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Management's Discussion & Analysis

(for the three and six month period ended April 30, 2022)

1. Kandiole West Option Agreement* - Option exercised, and transfer of permit is pending To exercise the option the Company:
2. 1. paid Touba Jr an aggregate of $80,000 over a three (3) year option period.
   2. paid permitting fees of 10,000,000 CFA francs to the DNGM.
      * Touba Jr assigned its option rights under its agreement with Kara Mining SARL to the Company. The agreement remains in place so long as Roscan holds the permit.
   3. 
      Touba Jr retains a 5% net profit interest ("NPI") and a 2% net smelter return royalty ("NSR") on all ore mined from the property. Roscan has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $1,000,000.
3. Segondo South and Moussala North Option Agreement* - Option exercised, and the transfer of the Segondo South to Roscan Mali was completed on January 21, 2022. The Moussala North Option was transferred to Roscan Mali on April 6, 2020.
   To exercise the option the Company:
4. 1. paid K. L. Mining SARL and K. A. Gold Mining SARL (collectively, the "Optionor") an aggregate of US$400,000 over a three (3) year option period;
   2. incurred an aggregate of US$165,000 in exploration expenditures over the option period; and
   3. paid permitting fees to the DNGM.

The Optionor retained a 2% NSR on all ore mined from the property. Roscan has the right to purchase one- half of the NSR (equivalent to a 1% NSR) for US$1,200,000.

1. Niala Option Agreement - Option exercised, and transfer of permit is pending To exercise the option the Company:
2. 1. paid SOLF SARL an aggregate of $117,500 over a three (3) year option period;
   2. incurred an aggregate of $205,000 in exploration expenditures over the option period; and
   3. paid permitting fees of 5,000,000 CFA francs to the DNGM.

SOLF SARL retains a 2% NSR on all ore mined from the property. Roscan has the right to purchase one-half of the NSR (equivalent to a 1% NSR) for $500,000.

1. Mankouke Option Agreement - Option exercised, and transfer permit is pending. To exercise the option the Company shall:
2. 1. pay Minex SARL an aggregate of $250,000 over a three (3) year option period (paid);
   2. issue 1,000,000 Roscan shares to Minex (issued); and
   3. incur an aggregate of $205,000 in exploration expenditures over the option period (obligation met).

Minex SARL retains a 3% NSR on all ore mined from the property. Roscan has the right to purchase two-thirds of the NSR (equivalent to a 2% NSR) for US$1,000,000.

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